Handa Lab Co., Ltd. Sample Contracts
Evolution Metals & Technologies Corp. Indemnification Agreement Dated as of [____________], 2025Indemnification Agreement • February 10th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Indemnification Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation to be renamed Evolution Metals & Technologies Corp. (the “Company”) and [_______________] (the “Indemnitee”). The Company and Indemnitee may collective be referred to as the “Parties” and each individually as a “Party”.
Share Exchange AgreementShare Exchange Agreement • February 10th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies
WHEREAS, as of the date of this Agreement, EMT Sub has issued and outstanding 20,000 shares of common stock, and the Company has issued and outstanding 380,800 shares of common stock;
SHAREHOLDER LOCK-UP AGREEMENTShareholder Lock-Up Agreement • April 25th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Shareholder Lock-up Agreement (this “Agreement”) is dated as of [●], 2025, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), Evolution Metals LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), NiCo Metals Group, LLC, a Missouri limited liability company (the “Shareholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
EQUITYHOLDER LOCK-UP AGREEMENTEquityholder Lock-Up Agreement • April 25th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Equityholder Lock-up Agreement (this “Agreement”) is dated as of [●], 2025, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), Evolution Metals LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and [NAME OF THE COMPANY MINORITY EQUITYHOLDER] (the “Equityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Executive Employment AgreementExecutive Employment Agreement • April 25th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies • Florida
This Executive Employment Agreement (the “Agreement”) is entered into on [________], 2025, by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation to be renamed Evolution Metals & Technologies Corp. (the “Company”) and [____________] (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” and each individually as a “Party”.
Amended and Restated Agreement and Plan of Merger by and among Welsbach Technology Metals Acquisition Corp., Evolutions Metals LLC, Evolution Metals New LLC, Evolution Metals Merger Sub 3, Inc., Critical Mineral Recovery, Inc., NiCo Metals Group LLC,...Agreement and Plan of Merger • April 25th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies • Missouri
This Amended and Restated Agreement and Plan of Merger (this “Agreement”) is entered into as of March 31, 2025 (the “Effective Date”) by and among (i) Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“WTMA”), (ii) Evolution Metals LLC, a Delaware limited liability company (“EM LLC”), (iii) Evolution Metals New LLC, a Delaware limited liability company and a wholly owned subsidiary of EM LLC (“Acquiror”), (iv) Evolution Metals Merger Sub 3, Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror (“Merger Sub”), (v) Critical Mineral Recovery, Inc., a Missouri corporation (the “Company”), (vi) NiCo Metals Group LLC, a Missouri limited liability company, as the sole stockholder of the Company (“NiCo”), (vii) Robert N. Feldman 2024 Family Irrevocable Trust (the “RNIT Trust”), (viii) the Robert N. Feldman Revocable Trust (the “RNRT Trust” and together with the RNIT Trust, the “Trusts”, and the Trusts together with NiCo, the “Sellers”). Each of Acquiror, EM
SHAREHOLDER LOCK-UP AGREEMENTShareholder Lock-Up Agreement • April 25th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Shareholder Lock-up Agreement (this “Agreement”) is dated as of [__], 2025, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), Evolution Metals LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the Persons set forth on Schedule I hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Amendment TO share exchange AGREEMENTShare Exchange Agreement • April 25th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies
THE PARTIES AGREE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows:
Amendment TO share exchange AGREEMENTShare Exchange Agreement • April 25th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies
THE PARTIES AGREE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows:
SIDE LETTER AGREEMENTSide Letter Agreement • February 10th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies
Reference is hereby made to that certain Share Exchange Agreement, dated as of February [_], 2025 (the “Share Exchange Agreement”), by and between EMT Sub Co., Ltd., a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea with its registered address at Room A02, 2nd Floor, 39, Banpo-daero 22-gil, Seocho-gu, Seoul, Republic of Korea (“EMT Sub”), and [Korean Company], a corporation (jusik hoesa) duly organized and validly existing under the laws of the Republic of Korea with its registered address at [_] (the “Company”). This Side Letter Agreement, dated as of February [_], 2025 (this “Letter Agreement”), is by and among the Company, EMT Sub and the shareholder of the Company set forth on the signature page hereto (the “Shareholder”). This Letter Agreement is being delivered pursuant to Section [_] of the Share Exchange Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Share Exchange Agreemen
Amendment TO share exchange AGREEMENTShare Exchange Agreement • April 25th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies
THE PARTIES AGREE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows:
Amendment TO share exchange AGREEMENTShare Exchange Agreement • April 25th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies
THE PARTIES AGREE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as follows:
Strictly Private and ConfidentialInvestment Agreement • January 24th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies • Florida
MASTER TRADE AGREEMENTMaster Trade Agreement • January 24th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies • Missouri
anticipate entering into one or more transactions (each a “Transaction”) that will be governed by this Master Trade Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) to be exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This Master Trade Agreement and the Schedule are together referred to as this “Master Trade Agreement”.
CONVERTIBLE PREFERRED STOCK Date: [ ] Purchase Price and Principal Amount of Convertible Preferred Stock: $[ ] ([ ] US dollars)Subscription Agreement • February 10th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies • Florida
This Subscription Agreement (the “Agreement”) is entered into by and between the undersigned subscriber, (the “Subscriber”) and Evolution Metals LLC, a Florida company, at 516 S. Dixie Hwy Unit #209, West Palm Beach, FL 33401 (“EM”, or the “Company”).
EVOLUTION METALS & TECHNOLOGIES CORP. PERFORMANCE STOCK OPTION AWARD AGREEMENTPerformance Stock Option Award Agreement • April 25th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies
You (the “Participant”) have been granted a performance Option (the “Performance Option”) to purchase Shares, under the Evolution Metals & Technologies Corp. 2025 Equity Incentive Plan (the “Plan”) subject to the terms and conditions of this Performance Stock Option Award Agreement (this “Agreement”) and the Plan. Unless otherwise defined in this Agreement, the terms defined in the Plan shall have the same defined meanings in this Agreement. If any provision of this Agreement conflicts with the Plan, the Plan provisions shall control.
EVOLUTION METALS & TECHNOLOGIES CORP. 2025 Equity INCENTIVE PLAN Restricted Stock Unit AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 25th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies • Delaware
You (the “Participant”) have been granted an award of Restricted Stock Units (the “RSUs”) under the Evolution Metals & Technologies Corp. 2025 Equity Incentive Plan, as may be amended, modified or restated from time to time (the “Plan”), subject to the terms and conditions of this Restricted Stock Unit Award Agreement (this “Agreement”) and the Plan. Unless otherwise defined in this Agreement, the terms defined in the Plan shall have the same defined meanings in this Agreement. If there is a conflict between this Agreement and the Plan, the Plan provisions shall control.
TRANSACTIONAL ADVANCE AGREEMENTTransactional Advance Agreement • February 10th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies
This Transactional Advance Agreement (“Agreement”) is made and entered into this 6th day of September, 2024, by and between Evolution Metals LLC (“EMT”) and Critical Mineral Recovery, Inc. (“CMR”).
Form of Stock Purchase AgreementStock Purchase Agreement • May 12th, 2025 • Handa Lab Co., Ltd. • Miscellaneous electrical machinery, equipment & supplies • New York
This Stock Purchase Agreement (together with all exhibits and schedules hereto, this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”), by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation (the “Company”) and the person or entity as set forth above (“Investor”). The Company and Investor may be collectively referred to herein as the “Parties” and individually as a “Party.”